Exhibit 3(ii)

                                CODE OF BY-LAWS
                                       OF
                 INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.

Article 1. Definitions and Abbreviations.

     Section  1.1  Corporation.  As used  in this  Code  of  By-Laws,  the  term
"Corporation" means INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.

     Section 1.2 Law. As used in this Code of By-Laws,  the term "Law" means the
Indiana Business Corporation Law, as amended from time to time.

     Section 1.3 Articles of Incorporation. As used in this Code of By-Laws, the
term  "Articles of  Incorporation"  means the Articles of  Incorporation  of the
Corporation, as amended from time to time.

     Section 1.4 By-Laws.  As used in this Code of By-Laws,  the term  "By-Laws"
means this Code of By-Laws, as amended from time to time.

Article 2. Corporate Seal and Fiscal Year.

     Section 2.1 Seal. The seal of the Corporation, if any, shall be circular in
form and mounted upon a metal die,  suitable for impressing the same upon paper,
or upon a rubber stamp  suitable  for  stamping or printing on paper.  About the
upper  periphery of the seal shall appear the name of the  Corporation and about
the lower periphery  thereof the word "Indiana." In the center of the seal shall
appear the words "Seal" or "Corporate Seal."

     Section 2.2 Fiscal Year. The fiscal year of the Corporation  shall begin on
the first day of January and shall end on the last day of December.

Article 3. Shares.

     Section 3.1 Consideration for Shares.  The Board of Directors may authorize
the Corporation to issue its shares for consideration consisting of any tangible
or intangible property or benefit to the Corporation, including, but not limited
to, cash,  promissory notes,  services  performed,  contracts for services to be
performed, or other securities of the Corporation. However, if shares are issued
for  promissory  notes or for  promises to render  services  in the future,  the
Corporation  shall  report in writing to the  shareholders  the number of shares
authorized  to be so  issued  with or before  notice  of the next  shareholders'
meeting. In the absence of actual fraud in the transaction,  the judgment of the
Board of Directors as to the value of such property, labor, or services received
as consideration  for shares, or the value placed by the Board of Directors upon
the corporate assets in the event of a share dividend, shall be conclusive.

     Section  3.2  Subscriptions  for  Shares.  Subscriptions  for shares of the
Corporation  shall  be paid to the  Treasurer  at such  time or  times,  in such
installments or calls, and upon such terms, as shall be determined, from time to
time,  by the Board of  Directors.  Any call made by the Board of Directors  for
payment on  subscriptions  shall be uniform,  so far as  practicable,  as to all
shares of the same class or as to all shares of the same series, as the case may
be, unless the subscription agreements provide otherwise.

     Section 3.3 Payment for Shares. When payment of the consideration for which
shares were authorized to be issued shall have been received by the Corporation,
such shares  shall be declared  and taken to be fully paid and not liable to any
further call or  assessment,  and the holder thereof shall not be liable for any
further payments thereon.
<PAGE>

     Section 3.4 Certificates  for Shares.  Unless the Board of Directors shall,
by resolution, authorize the issuance of uncertificated shares, each shareholder
of the Corporation  shall be entitled to a certificate,  signed by the President
and Secretary of the Corporation, stating: (i) the name of the Corporation and a
statement that it is organized under the laws of the State of Indiana,  (ii) the
name of the registered holder,  (iii) the number of shares  represented  thereby
and the kind and class thereof,  (iv) the par value of each share or a statement
that such shares have no par value,  and (v) whether such shares have been fully
paid and are non-assessable. If such certificate is countersigned by the written
signature of a transfer agent other than the  Corporation  or its employee,  the
signatures  of the  officers  of the  Corporation  may be  facsimiles.  If  such
certificate is countersigned by the written  signature of a registrar other than
the  Corporation  or its employee,  the signatures of the transfer agent and the
officers of the  Corporation  may be facsimiles.  In case any officer,  transfer
agent, or registrar who has signed or whose facsimile  signature has been placed
upon a certificate  shall have ceased to be such  officer,  transfer  agent,  or
registrar before such certificate is issued, it may be issued by the Corporation
with the same  effect as if the  person  were such  officer,  transfer  agent or
registrar at the date of its issue. Such  certificates  shall be in such form as
the Board of Directors may, from time to time, by resolution approve.

     Section 3.5  Transfer  of Shares.  The shares of the  Corporation  shall be
transferable  only  on  the  books  of the  Corporation  upon  surrender  of the
certificate or certificates representing the same, provided:

     3.5.1  Endorsement.  The certificate is properly endorsed by the registered
     holder or the holder's duly authorized attorney;

     3.5.2  Witnessing.  The  endorsement or  endorsements  are witnessed by one
     witness  unless  this  requirement  is waived in  writing  upon the form of
     endorsement by the  President,  a  Vice-President,  or the Secretary of the
     Corporation;

     3.5.3 Adverse  Claims.  The Corporation has no notice of any adverse claims
     or has discharged any duty to inquire into any such claims;

     3.5.4  Collection of Taxes. The requirements of any applicable law relating
     to the collection of taxes has been satisfied; and

     3.5.5 Other Requirements.  Any other reasonable requirements imposed by the
     Corporation, not inconsistent with the relevant law, are satisfied.

     Section 3.6 Transfer Agents and Registrars. The Corporation may have one or
more transfer agents and one or more registrars of its shares,  whose respective
duties the Board of Directors may from time to time define.  No certificate  for
shares  shall  be  valid  until  countersigned  by  a  transfer  agent,  if  the
Corporation  has a transfer  agent,  or until  registered  by a registrar if the
Corporation has a registrar.

     Section 3.7 Lost,  Stolen or Destroyed  Certificates.  The  Corporation may
issue a new  certificate  for  shares  of the  Corporation  in the  place of any
certificate theretofore issued where the holder of record of the certificate:
<PAGE>

     3.7.1  Claim.  Makes  proof  in  affidavit  form  that  it has  been  lost,
     destroyed, or wrongfully taken;

     3.7.2 Timely Request.  Requests the issue of a new  certificate  before the
     Corporation  has  notice  that  the  certificate  has  been  acquired  by a
     purchaser for value in good faith and without notice of any adverse claim;

     3.7.3 Bond. If the Corporation so requires,  gives a bond in such form, and
     with  such  surety  or  sureties,  with  fixed  or  open  penalty,  as  the
     Corporation may direct, to indemnify the Corporation against any claim that
     may be made on account of the alleged  loss,  destruction,  or theft of the
     certificates; and

     3.7.4  Other  Requirements.  Satisfies  any other  reasonable  requirements
     imposed by the Corporation.

When a certificate has been lost, apparently destroyed,  or wrongfully taken and
the holder of record fails to notify the  Corporation  within a reasonable  time
after such holder has notice of it, and the Corporation  registers a transfer of
the shares  represented by this certificate  before receiving such notification,
the holder of record is precluded from making any claim against the  Corporation
for the transfer or for a new certificate.

Article 4. Meetings of Shareholders.

     Section 4.1 Place of  Meetings.  All  meetings of the  shareholders  of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective  notices or waivers of notice thereof,  or
proxies to  represent  shareholders  thereat.  If no  designation  is made,  the
meeting shall be held at the principal  office of the Corporation as the same is
designated  in the most  recent  report  filed  with the  Secretary  of State of
Indiana.

     Section 4.2 Annual Meeting.  The shareholders of the Corporation shall meet
at least once each year. The annual meeting of the shareholders for the election
of directors,  and for the  transaction  of such other  business as may properly
come before the meeting, shall be on or before the last day of May of each year,
the date to be set by the Board of Directors of the Corporation. Failure to hold
the annual  meeting at the  designated  time shall not work any  forfeiture or a
dissolution of the Corporation.

Section 4.3 Special Meetings. Special meetings of the shareholders may be called
by the Chairman, if elected, the President, a majority of the members of the
Board of Directors, or by shareholders holding of record not less than
one-fourth (1/4) of all of the shares outstanding and entitled by the Articles
of Incorporation to vote on the business proposed to be transacted thereat.

     Section 4.4 Notice of Meetings.  A written or printed  notice,  stating the
place, day and time of the meeting,  and in case of a special  meeting,  or when
required by any other  provision of the Law, the Articles of  Incorporation,  or
By-Laws,  the  purpose or  purposes  for which the  meeting is called,  shall be
delivered or mailed by the Secretary,  or by the officers or persons calling the
meeting, to each shareholder of record entitled by the Articles of Incorporation
and by the Law to vote at such meeting. Notices shall be sent to shareholders at
such address as appears upon the records of the  Corporation,  at least ten (10)
and not more than sixty (60) days before the date of the meeting.  Notice of any
meeting may be waived in writing by any shareholder before or after the date and
time stated in the notice,  if the waiver  sets forth in  reasonable  detail the
purpose or  purposes  for which the  meeting  is called,  and the time and place
thereof. Attendance at any meeting in person, or by proxy when the instrument of
proxy sets forth in  reasonable  detail the  purpose or  purposes  for which the
meeting was called,  shall  constitute a waiver of notice of such meeting.  Each
shareholder,   who  has  in  the  manner  above  provided  waived  notice  of  a
shareholders'  meeting, or who personally attends a shareholders' meeting, or is
represented  thereat by a proxy  authorized  to appear by an instrument of proxy
complying with the requirements above set forth, shall be conclusively  presumed
to have been given due notice of such meeting.

     Section  4.5  Closing  of Books or  Fixing  of  Record  Date.  The Board of
Directors  may, in its  discretion,  fix a date, not more than seventy (70) days
prior to the date of any meeting of  shareholders,  or the last day on which any
consent or dissent of shareholders  may be expressed  without a meeting,  or the
date for the dissent of shareholders may be expressed without a meeting,  or the
date for the payment of any dividends or the making of any  distribution  or the
delivery of evidences of rights,  or the date when any change or  conversion  or
exchange of shares shall go into effect,  as the date for the  determination  of
shareholders  entitled  to notice of and to vote at such  meeting  or to express
such consent or dissent or to receive any such dividend,  distribution or rights
or to exercise  the rights in respect of any change,  conversion  or exchange of
shares. All persons who are holders of record of shares at the close of business
on such record date,  and no others,  shall be entitled to notice of and to vote
at such  meeting or to  express  such  consent  or  dissent  or to receive  such
dividend,  distribution  or rights or to exercise  such rights in respect of any
change,  conversion  or exchange of shares as the case may be. In any event when
dividends are declared, the share transfer books will not be closed but a record
date will be set as hereinabove provided.
<PAGE>

     Section 4.6  Addresses  of  Shareholders.  The  address of any  shareholder
appearing  upon the  records  of the  Corporation  shall be deemed to be (i) the
latest address of such  shareholder  appearing on the records  maintained by the
transfer agent or registrar, as the case may be, for the class of shares held by
such shareholder,  if the Corporation has a transfer agent or registrar for such
class of shares  and the Board of  Directors  has  provided  in the  resolutions
appointing  the transfer  agent or  registrar  that notices of change of address
shall be given to one of such agents by  shareholders of such class; or (ii) the
latest address of such  shareholder  appearing on the records  maintained by the
Secretary for the class of shares held by such  shareholder,  if the Corporation
has no  transfer  agent or  registrar  for such  class of  shares or if it has a
transfer  agent or  registrar  for  such  class of  shares  but the  resolutions
appointing  the transfer agent or registrar do not provide that notice of change
of address shall be given to one of such agents by shareholders of such class of
shares.

     Section 4.7 Voting at Meetings.

     4.7.1  Common  Shares.  Except as  otherwise  provided by the Law or by the
     provisions of the Articles of  Incorporation as to the voting rights of the
     common shares of the Corporation,  every holder of the common shares of the
     Corporation shall have the right, at every  shareholders'  meeting,  to one
     vote for each  share  standing  in the  holder's  name on the  books of the
     Corporation. Cumulative voting shall not be permitted.

     4.7.2  Preferred  Shares.  Except as  otherwise  provided  by law or by the
     provisions of the Articles of  Incorporation as to the voting rights of the
     preferred shares, if any, of the Corporation,  for all matters on which the
     preferred  shareholders are entitled to vote, every holder of the preferred
     shares,  if any,  of the  Corporation  shall have the right to one vote for
     each share  standing in the holder's name on the books of the  Corporation.
     Cumulative voting shall not be permitted.

     4.7.3 Prohibition Against Voting Certain Shares. No share shall be voted at
     any meeting upon which any  installment  is due and unpaid or which belongs
     to the Corporation.

     4.7.4  Voting  of  Shares  Owned  by  Other  Corporations.  Shares  of  the
     Corporation  standing  in the name of another  corporation  may be voted by
     such  officer,  agent or proxy as the  board  of  directors  of such  other
     corporation  may appoint,  or as the By-Laws of such other  corporation may
     prescribe.

     4.7.5 Voting of Shares Owned by Fiduciaries. Shares held by fiduciaries may
     be voted by the  fiduciaries  in such  manner  as the  instrument  or order
     appointing such fiduciaries may direct. In the absence of such direction or
     the  inability  of the  fiduciaries  to act in  accordance  therewith,  the
     following provisions shall apply:

     4.7.5.1  Joint  Fiduciaries.  Where shares are held jointly by three (3) or
     more fiduciaries, such shares shall be voted in accordance with the will of
     the majority.

     4.7.5.2 Equally Divided  Fiduciaries.  Except as otherwise provided by law,
     where the fiduciaries,  or a majority of them,  cannot agree, or where they
     are equally divided,  upon the question of voting such shares, any court of
     general  equity  jurisdiction  may,  upon  petition  filed  by any of  such
     fiduciaries,  or by any party in interest, direct the voting of such shares
     as it may deem for the best interests of the beneficiaries, and such shares
     shall be voted in accordance with such direction.

     4.7.5.3 Proxy of Fiduciary. The general proxy of a fiduciary shall be given
     the same  weight  and  effect  as the  general  proxy of an  individual  or
     corporation.

     4.7.6  Voting of  Pledged  Shares.  Shares  that are  pledged  may,  unless
     otherwise  provided in the agreement of pledge, be voted by the shareholder
     pledging  the same until the  shares  shall  have been  transferred  to the
     pledgee on the books of the  Corporation,  and thereafter they may be voted
     by the pledgee.
<PAGE>

     4.7.7 Proxies. A shareholder may vote either in person or by proxy executed
     in writing by the  shareholder or a duly  authorized  attorney-in-fact.  No
     proxy  shall  be  valid  after  eleven  (11)  months  from  the date of its
     execution, unless a longer time is expressly provided therein.

     4.7.8 Procedure for Meetings. The Secretary, who may call on any officer or
     officers of the Corporation  for  assistance,  shall make all necessary and
     appropriate arrangements for the meetings of the shareholders,  receive all
     proxies,  and  ascertain and report by  certificate  to each meeting of the
     shareholders  the  number  of  shares  present  in  person  or by proxy and
     entitled to vote at such meeting.  The certified report of the Secretary or
     an Assistant  Secretary as to the  regularity of such proxies and as to the
     number of shares present in person or by proxy and entitled to vote at such
     meeting  shall be received as prima facie  evidence of the number of shares
     which are  present  in person or by proxy  and  entitled  to vote,  for the
     purpose of establishing  the presence of a quorum at such meeting,  for the
     purpose of organizing such meeting, and for all other purposes.

     4.7.9 Quorum. At any meeting of the shareholders,  a majority of the common
     shares outstanding and entitled to vote, represented in person or by proxy,
     shall  constitute a quorum.  Shareholders may participate in any meeting by
     means of a  conference  telephone  or similar  device by means of which all
     persons  participating in the meeting can hear each other at the same time,
     and participation by such means shall constitute presence in person at such
     meeting.

     4.7.10  Voting  Lists.  The  officer  or agent  having  charge of the share
     transfer  books  shall   prepare,   at  least  five  (5)  days  before  any
     shareholders'  meeting, a complete list of the shareholders entitled by the
     Articles of Incorporation to vote at such meeting, arranged in alphabetical
     order,  with the  address  and number of shares so entitled to vote held by
     each. The list of shareholders  shall be on file at the principal office of
     the Corporation  and subject to inspection by any  shareholder  entitled to
     vote at such meeting or such  shareholder's  agent or  attorney.  Such list
     shall be  produced  and kept open at the time and place of the  meeting and
     subject  to the  inspection  of any  shareholder  entitled  to vote at such
     meeting  or such  shareholder's  agent  or  attorney.  The  original  share
     register  or  transfer  book or a  duplicate  thereof  kept in the State of
     Indiana, shall be the only evidence as to who are the shareholders entitled
     to examine such list,  or share ledger or transfer  book, or to vote at any
     meeting of the shareholders.

     Section 4.8 Corporation's Acceptance of Votes.

     4.8.1 Conforming Signatures. If the name signed on a vote, consent, waiver,
     or  proxy  appointment  corresponds  to  the  name  of a  shareholder,  the
     Corporation  if  acting  in good  faith is  entitled  to  accept  the vote,
     consent,  waiver, or proxy appointment and give it effect as the act of the
     shareholders.

     4.8.2  Non-Conforming  Signatures.  If the name signed on a vote,  consent,
     waiver,  or  proxy  appointment  does  not  correspond  to the  name of its
     shareholder,  the  Corporation  if  acting  in good  faith is  nevertheless
     entitled to accept the vote, consent, waiver, or proxy appointment and give
     it effect as the act of the shareholder if:
<PAGE>

          (1) the  shareholder  is an entity and the name signed  purports to be
          that of an officer or agent of the entity;

          (2) the name signed purports to be that of an administrator, executor,
          guardian,  or conservator  representing  the  shareholder  and, if the
          Corporation  requests,  evidence of fiduciary status acceptable to the
          Corporation  has been  presented  with  respect to the vote,  consent,
          waiver, or proxy appointment;

          (3) the name  signed  purports  to be that of a receiver or trustee in
          bankruptcy  of  the  shareholder  and,  if the  Corporation  requests,
          evidence  of  this  status  acceptable  to the  Corporation  has  been
          presented  with  respect  to  the  vote,  consent,  waiver,  or  proxy
          appointment;

          (4) the  name  signed  purports  to be that of a  pledgee,  beneficial
          owner, or  attorney-in-fact of the shareholder and, if the Corporation
          requests,  evidence  acceptable to the  Corporation of the signatory's
          authority to sign for the  shareholder has been presented with respect
          to the vote, consent, waiver, or proxy appointment;

          (5)  two  or  more  persons  are  the  shareholder  as  co-tenants  or
          fiduciaries  and the name  signed  purports to be the name of at least
          one of the  co-owners and the person  signing  appears to be acting on
          behalf of all the co-owners.

     4.8.3  Rejection of Votes.  The  Corporation  is entitled to reject a vote,
     consent,  waiver,  or proxy  appointment if the secretary of the meeting or
     other officer or agent authorized to tabulate votes,  acting in good faith,
     has reasonable basis for doubt about the validity of the signature on it or
     about the signatory's authority to sign for the shareholder.

     4.8.4 No Liability. The Corporation and its officer or agent who accepts or
     rejects a vote,  consent,  waiver,  or proxy appointment in accordance with
     the standards of this Section are not liable in damages to the  shareholder
     for the consequences of the acceptance or rejection.

     4.8.5  Validity of Action.  Corporate  action  based on the  acceptance  or
     rejection  of a vote,  consent,  waiver,  or proxy  appointment  under this
     Section  is  valid  unless  a court of  competent  jurisdiction  determines
     otherwise.

     Section 4.9 Taking  Action By Consent.  Any action  which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders  entitled to vote with respect to the subject matter  thereof,  and
such  written  consent  is filed  with the  minutes  of the  proceedings  of the
shareholders.
<PAGE>

     Section  4.10  Order of  Business.  The order of  business  at each  annual
meeting, and so far as practicable,  at all other meetings of shareholders shall
be:

                  Proof of due notice of meeting;

                  Call of roll;

                  Reading and disposal of any unapproved minutes;

                  Annual reports of officers and committees;

                  Election of directors;

                  Unfinished business;

                  New business; and

                  Adjournment.

Article 5. The Board of Directors.

     Section 5.1 Election and Qualification.  At the first annual meeting of the
shareholders, and at each annual meeting thereafter,  directors shall be elected
by the shareholders  entitled by the Articles of Incorporation and these By-Laws
to elect  directors,  for a term of one year,  and they shall hold office  until
their  respective  successors  are elected and  qualified or until their earlier
death or resignation. The Board of Directors shall consist of two (2) directors.
Directors need not be  shareholders of the Corporation or residents of the State
of Indiana.  The number of directors may be increased or decreased  from time to
time by amendment  to these  By-Laws,  but no decrease  shall have the effect of
shortening the term of any incumbent director.

     Section 5.2  Vacancies.  Any vacancy  occurring  in the Board of  Directors
caused by resignation,  death or other incapacity,  or increase in the number of
directors may be filled by a majority vote of the remaining members of the Board
of Directors,  until the next annual or special meeting of the  shareholders or,
at the discretion of the Board of Directors,  such vacancy may be filled by vote
of the shareholders at a special meeting called for that purpose. Until any such
vacancy is so filled,  the  existing  directors  shall  constitute  the Board of
Directors.  Shareholders  shall be  notified  of any  increase  in the number of
directors  and the name,  address,  principal  occupation,  and other  pertinent
information  about any  director  elected by the Board of  Directors to fill any
vacancy.

     Section  5.3  Retirement  Age.  The Board of  Directors  is  empowered  and
authorized  to fix an age at which  directors  are  required  to retire from the
Board of  Directors,  and  after  attaining  such age a  director  may serve the
remainder  of the  director's  then  current  term,  but  shall  not  stand  for
re-election as a member of the Board of Directors.

     Section 5.4 Annual Meeting.  The Board of Directors shall meet each year as
soon as reasonably possible after the annual meeting of the shareholders, at the
place where such meeting of the  shareholders  has been held  (either  within or
without  the  State of  Indiana),  for the  purpose  of  electing  officers  and
consideration  of any other  business  that may  properly be brought  before the
meeting.  No  notice of any kind to either  old or new  members  of the Board of
Directors for such annual  meeting  shall be  necessary.  If such meeting is not
held as above  provided,  the election of officers may be had at any  subsequent
meeting of the Board of Directors  specifically called in the manner provided in
Section 5.6 of this Article.

     Section 5.5 Regular  Meetings.  Regular  meetings of the Board of Directors
may be held without any notice whatever, at such place and times as may be fixed
from time to time by resolution of the Board of Directors.
<PAGE>

     Section 5.6 Special  Meetings.  Special  meetings of the Board of Directors
may be called at any time by the Chairman of the Board, if elected, President or
any Vice-President, and shall be called on the written request of one-half (1/2)
of the directors.  Notice of a special meeting shall be sent by the Secretary or
an Assistant  Secretary to each  director at the  director's  residence or usual
place  of  business  by  mail,   hand  delivery  or  telecopier   delivered  for
transmission not later than the third day immediately  preceding the day for the
meeting,  or by word of mouth or  telephone,  received not later than during the
second  day  immediately  preceding  the day for  the  meeting.  In lieu of such
notice, a director may sign a written waiver of notice either before the time of
the  meeting,  at the time of the  meeting,  or after  the time of the  meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board of  Directors  need be  specified in the notice or waiver of notice of the
meeting.  Any  meeting of the Board of  Directors  for which  notice is required
shall be a legal  meeting,  without  notice  thereof  having been given,  if all
members of the Board of Directors who have not waived notice  thereof in writing
shall be present in person.

     Section 5.7 Emergency  Meetings.  If any  extraordinary  event occurs which
requires  action of the Board of Directors  before a quorum of the directors may
be  assembled,  the  Chairman of the Board,  if elected,  the  President  or any
Vice-President  may call an  emergency  meeting.  At such  meeting,  one or more
officers of the Corporation shall be deemed to be directors for the meeting,  in
order of rank and within the same rank in order of  seniority,  as  necessary to
achieve a quorum.  Notice of an  emergency  meeting  need be given only to those
directors whom it is  practicable  to reach and may be given in any  practicable
manner.

     Section 5.8 Place of Meetings. The directors may hold their meetings,  have
one or more  offices,  and keep the books of the  Corporation,  except as may be
provided  by law,  within or  without  the State of  Indiana,  at any  office or
offices of the Corporation, or at any other place, as they may from time to time
by resolution  determine.  If the resolution of the Board of Directors calling a
regular  meeting or the  written  request  calling a special  meeting  expressly
provides,  a  meeting  of the  Board  of  Directors  may be held  by  conference
telephone  call or any other medium which allows each director to participate in
discussions and to hear the views of the other directors.  If a meeting is held,
the directors  connected to the conference  telephone call or other medium shall
be counted as present for the purpose of determining a quorum.

     Section 5.9 Quorum.  A majority of the actual  number of directors  elected
and qualified,  from time to time, shall be necessary to constitute a quorum for
the transaction of any business except the filling of vacancies,  and the act of
a majority of the directors present at a meeting,  at which a quorum is present,
shall be the act of the Board of Directors,  unless the act of a greater  number
is required by the law or by the  Articles of  Incorporation.  A director who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken,  shall be conclusively  presumed to have assented to the action
taken,  unless (i) the director's  dissent shall be affirmatively  stated at and
before the  adjournment of such meeting (in which event the fact of such dissent
shall be entered by the secretary of the meeting in the minutes of the meeting),
or (ii) the  director  shall  forward  such  dissent by  registered  mail to the
Secretary of the Corporation  immediately  after the adjournment of the meeting.
The right of dissent  provided  for by either  clause (i) or clause  (ii) of the
immediately preceding sentence shall not be available,  in respect of any matter
acted upon at any  meeting,  to a director  who voted at the meeting in favor of
such  matter and did not  change  such vote prior to the time that the result of
the vote on such matter was announced by the chairman of such meeting.

     Section 5.10 Duties of Directors.  A director shall perform the duties of a
director,  including  the  duties as a member of any  committee  of the Board of
Directors upon which such director may serve,  in good faith,  in a manner which
the director reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily  prudent person in a like position would use
under similar  circumstances.  In performing  such duties,  a director  shall be
entitled to rely on  information,  opinions,  reports or  statements,  including
financial  statements  and  other  financial  data,  in each  case  prepared  or
presented by:
<PAGE>

     (a) one or more officers or employees of the Corporation  whom the director
     reasonably believes to be reliable and competent in the matter presented;

     (b) legal counsel,  public accountants or other persons as to matters which
     the director reasonably believes to be within such person's professional or
     expert competence; or

     (c) a committee of the Board of Directors  upon which the director does not
     serve,  duly  designated in accordance  with a provision of the Articles of
     Incorporation  or  these  By-Laws,  as to  matters  within  its  designated
     authority,  which  committee  the  director  reasonably  believes  to merit
     confidence.

But such  director  shall not be  considered  to be acting in good faith if that
director has knowledge  concerning  the matter in question that would cause such
reliance to be  unwarranted.  A director who performs  such duties in good faith
shall have no  liability  by reason of being or having  been a  director  of the
Corporation.

     Section 5.11 Taking Action by Consent.  Any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board of Directors or such committee, as the case may be, and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors or committee.

     Section 5.12 Powers of Directors. The Board of Directors shall exercise all
the powers of the Corporation,  subject to the  restrictions  imposed by law, by
the Articles of Incorporation, or by these By-Laws.

     Section 5.13 Dividends. The Board of Directors shall have power, subject to
any restrictions contained in the Articles of Incorporation,  to declare and pay
dividends  upon  the  outstanding  shares  of the  Corporation,  subject  to the
limitations of the law. Dividends may be paid in cash, in property,  or in other
securities of the Corporation.

     Section 5.14 Compensation of Directors. The Board of Directors is empowered
and authorized to fix and determine the  compensation of the directors,  and any
additional  compensation  for such additional  services any of the directors may
perform for the Corporation.

     Section  5.15  Resignation.  A director  may resign at any time by filing a
written  resignation  with the Chairman of the Board,  if elected,  the Board of
Directors,  the  President  or  the  Secretary  of  the  Corporation,  and  such
resignation  shall become  effective upon delivery unless the notice specifies a
later effective date.

Article 6. Committees.

     Section 6.1  Designation  of  Committees.  The Board of Directors may, from
time to time,  by  resolution  adopted  by a majority  of the  actual  number of
directors  elected and qualified,  designate from among its members an executive
committee,  an audit committee,  a compensation or salary committee,  and one or
more other  committees,  each of which to the extent provided in the resolution,
may exercise all the authority of the Board of Directors.  However, no committee
has the authority to:

     (1)  Declare dividends or distributions except as permitted by law;

     (2)  Amend the Articles of Incorporation or amend or repeal these By-Laws;

     (3)  Approve a plan of merger  or  consolidation  even if the plan does not
          require shareholder approval;

     (4)  Authorize or approve the  issuance,  sale,  or a contract for sale, of
          shares or determine the designation and relative rights,  preferences,
          limitations of a class or series of shares except as permitted by law;

     (5)  Authorize or approve the  reacquisition of shares unless pursuant to a
          general formula or method,  or within a range,  specified by the Board
          of Directors;

     (6)  Recommend  to  the   shareholders  a  voluntary   dissolution  of  the
          Corporation or a revocation thereof;

     (7)  Fill vacancies on the Board of Directors or any of its committees; or

     (8)  Approve or propose any action which requires shareholder approval.

A member of the Board of  Directors  is not  liable  for any  action  taken by a
committee if such  director is not a member of that  committee  and has acted in
good  faith and in a manner  the  director  reasonably  believes  is in the best
interest of the Corporation.
<PAGE>

     Section 6.2 Powers of the Executive Committee. During the intervals between
meetings of the Board of Directors,  and subject to such  limitations  as may be
required  by law or by  resolution  of the  Board of  Directors,  the  Executive
Committee,  if  created,  shall have and may  exercise  all of the powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
Corporation,  including  power to authorize  the seal of the  Corporation  to be
affixed to all papers  which may require it. The  Executive  Committee  may also
from time to time formulate and recommend to the Board of Directors for approval
general  policies  regarding  the  management of the business and affairs of the
Corporation.  All  minutes  of  meetings  of the  Executive  Committee  shall be
submitted to the next succeeding meeting of the Board of Directors for approval;
but  failure to submit the same or to receive  the  approval  thereof  shall not
invalidate any completed or  uncompleted  action taken by the  Corporation  upon
authorization by the Executive  Committee prior to the time at which the minutes
of the meeting should have been, or were, submitted to the Board of Directors.

     Section 6.3  Procedure for  Meetings.  The Chairman of the Board shall,  if
elected and present, act as chairman at all meetings of the Executive Committee,
and the Secretary of the Corporation shall, if present,  act as secretary of the
meeting. In case of the absence of the Chairman of the Board or the Secretary of
the Corporation,  the Executive Committee shall appoint a chairman or secretary,
as the case may be, of the meeting.  The Executive Committee shall keep a record
of its acts and proceedings.

     Section 6.4 Regular and Special Meetings. Regular meetings of the Executive
Committee, of which no notice shall be necessary, shall be held on such days and
at such  places as shall be fixed by  resolution  adopted by a  majority  of the
Executive Committee. Special meetings of the Executive Committee shall be called
at the request of any member of the Executive Committee.

     Section 6.5 Notice of Meetings.  Written notice of each special  meeting of
the Executive Committee shall be sent by the Secretary or an Assistant Secretary
to each member of the  Executive  Committee at the  member's  residence or usual
place  of  business  by  mail,   hand  delivery  or  telecopier   delivered  for
transmission not later than the second day immediately preceding the day for the
meeting, or by word of mouth or telephone received not later than during the day
immediately  preceding the day for the meeting.  Notice of any such meeting need
not be given to any member of the Executive Committee who has waived such notice
before or after  such  meeting,  or who shall be  present  at the  meeting.  Any
meeting of the Executive  Committee  shall be a legal  meeting,  without  notice
thereof  having been given,  if all members of the Executive  Committee who have
not waived notice thereof shall be present in person. Neither the business to be
transacted  at, nor the purpose of, any meeting of the Executive  Committee need
be specified in the notice or waiver of notice of the meeting.

     Section  6.6  Place  of  Meetings.  The  Executive  Committee  may hold its
meetings within or without the State of Indiana,  as it may from time to time by
resolution  determine.  If the resolution of the Executive  Committee  calling a
regular  meeting or the  written  request  calling a special  meeting  expressly
provides,  a  meeting  of the  Executive  Committee  may be held  by  conference
telephone  call or any other medium which allows each member to  participate  in
discussions  and to hear the views of the other  members.  If a meeting is held,
the members connected to the conference  telephone call or other medium shall be
counted as present for the purpose of determining a quorum.

     Section 6.7 Quorum.  A majority of the members of the Executive  Committee,
from time to time, shall be necessary to constitute a quorum for the transaction
of any business,  and the act of a majority of the members  present at a meeting
at which a quorum is present  shall be the act of the Executive  Committee.  The
members  of the  Executive  Committee  shall  act only as a  committee,  and the
individual members shall have no power as such.

     Section  6.8  Compensation.  The  Board  of  Directors  may vote to pay the
members  of  the  Executive  Committee  a  reasonable  fee as  compensation  for
attendance at meetings of such Committee.

Article 7. The Officers.

     Section 7.1 Number.  The officers of the  Corporation  shall consist of the
Chairman of the Board of  Directors,  if  elected,  the  President,  one or more
Vice-Presidents,  if  elected,  the  Treasurer,  the  Secretary,  and such other
officers and assistants as the Board of Directors may appoint.

     Section 7.2 Election, Term of Office and Qualification.  The officers shall
be elected at the annual  meeting of the Board of Directors.  Each officer shall
hold office until the officer's  successor is elected and  qualified,  until the
officer's  death,  until the  officer  shall have  resigned,  or shall have been
removed in the manner hereinafter provided.
<PAGE>

     Section 7.3  Removal.  Any officer may be removed by the Board of Directors
at any time with or without cause,  but such removal shall be without  prejudice
to the contract rights, if any, of the person so removed.

     Section  7.4  Resignations.  Any  officer  may resign at any time by giving
written  notice  to the  Board of  Directors,  the  Chairman,  if  elected,  the
President or the Secretary. Such resignation shall take effect at the time it is
delivered to the  Corporation's  representative,  unless the notice  specifies a
later date.  Unless otherwise  specified in the  resignation,  the acceptance of
such resignation shall not be necessary to make it effective.

     Section  7.5  Vacancies.  Any  vacancy  in any  office  because  of  death,
resignation,  removal  or any  other  cause  shall be filled  for the  unexpired
portion of the term in the manner  prescribed  in these  By-Laws for election or
appointment to such office.

     Section 7.6  Salaries.  The salaries of the officers  shall be fixed,  from
time to time, by the Board of Directors or committee  thereof.  No officer shall
be prevented  from  receiving  such salary by reason of the fact such officer is
also a director of the Corporation.

     Section  7.7 The  Chairman  of the Board.  The  Chairman  of the Board,  if
elected,  shall be the Chief  Executive  Officer  of the  Corporation,  shall be
chosen from among the  directors,  shall preside at all meetings of the Board of
Directors and the  shareholders and shall perform such other duties as the Board
of Directors may from time to time assign.

     Section 7.8 The President.  The President  shall be the chief operating and
administrative  officer of the  Corporation,  and in the event a Chairman of the
Board  is  not  elected,  shall  also  be the  Chief  Executive  Officer  of the
Corporation.  In the absence of the Chairman of the Board,  the President  shall
preside at all  meetings  of the  shareholders  and at  meetings of the Board of
Directors.  The President  shall exercise such duties as customarily  pertain to
the office of the President and shall have general and active  supervision  over
the  property,  business  and  affairs of the  Corporation  and over its several
officers.  The President may appoint  officers,  agents or employees  other than
those appointed by the Board of Directors and shall perform such other duties as
may be  prescribed  from  time to time by the  Board  of  Directors  or by these
By-Laws.  In the  case of the  death  of the  President,  or in the  case of the
President's  absence or inability to act without having designated an officer to
act temporarily in the President's  place,  the officer so to perform the duties
of the President shall be designated by the Board of Directors.

     Section 7.9 The  Vice-Presidents.  The Vice-Presidents,  if elected,  shall
have such powers and perform such duties as the Board of Directors may from time
to time  prescribe or as the President  from time to time  delegates to them. At
the request of the President,  a Vice-President  may, in the case of the absence
or inability to act of the President, temporarily act in the President's place.

     Section 7.10 The Secretary.  The Secretary  shall have the custody and care
of the corporate seal, records, minutes and share books of the Corporation.  The
Secretary  shall  attend all  meetings of the  shareholders  and of the Board of
Directors,  and  shall  keep,  or  cause to be kept in a book  provided  for the
purpose,  a true and complete  record of the  proceedings of such meetings,  and
shall perform a like duty for all standing committees  appointed by the Board of
Directors,  when required.  The Secretary shall attend to the giving and serving
of all notices of the Corporation,  shall file and take charge of all papers and
documents  belonging to the Corporation,  shall  authenticate the records of the
Corporation when necessary or appropriate and shall perform such other duties as
these By-Laws may require or the Board of Directors may prescribe.

     Section 7.11 The Treasurer. The Treasurer shall be the financial officer of
the  Corporation;  shall have charge and custody of, and be responsible for, all
funds  of the  Corporation,  and  deposit  all  such  monies  in the name of the
Corporation in such banks,  trust  companies and other  depositories as shall be
selected by the Board of Directors; shall receive, and give receipts for, monies
due and payable to the Corporation from any source whatsoever;  and, in general,
shall perform all the duties as, from time to time, may be assigned by the Board
of Directors or by the chief  executive  officer.  The Treasurer shall render to
the President  and the Board of Directors,  whenever the same shall be required,
an  account  of  all of the  Treasurer's  transactions  and  all  the  financial
conditions of the Corporation.
<PAGE>

     Section  7.12  The  Controller.   The  Controller,  if  elected,  shall  be
responsible  to the Board of Directors and the chief  executive  officer for all
financial  control and internal audit of the Corporation  and its  subsidiaries.
The  Controller  shall perform such other duties as may be assigned by the Board
of Directors or the chief executive officer.

     Section 7.13 The  Assistant  Secretaries.  The  Assistant  Secretaries,  if
elected,  as directed by the chief executive  officer or the Board of Directors,
shall perform all duties of the Secretary during the absence or inability of the
Secretary to perform such  duties.  They shall  perform such other duties as the
chief executive officer or the Board of Directors may prescribe.

     Section 7.14 Other Offices. The Board of Directors may create other offices
as it may from time to time deem desirable with duties as it may determine.

     Section 7.15 Minutes and Accounting Records.  The Corporation shall keep as
permanent  records  minutes of all  meetings  of its  shareholders  and Board of
Directors,  a  record  of all  actions  taken  by the  shareholders  or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the  Board of  Directors  in place of the  Board of  Directors  on behalf of the
Corporation. The Corporation shall maintain appropriate accounting records.

     Section 7.16  Compensation.  Each officer of the Corporation  shall receive
such  compensation,  if any, for his service in such office as may be fixed from
time to time by action of the Board of Directors.

Article 8. Special Corporate Acts, Negotiable Instruments, Deeds, Contracts, and
           Shares.

     Section 8.1  Execution of Ordinary  Contracts and  Agreements.  All written
contracts  and  agreements  into which the  Corporation  enters in the  ordinary
course of its  business  shall be executed on behalf of the  Corporation  by any
duly elected officer of the Corporation or by any other employee or agent of the
Corporation  expressly  authorized  by  resolution  of the Board of Directors to
execute any such contracts or agreements.

     Section 8.2 Execution of Deeds, Mortgages, Notes and Non-Ordinary Contracts
and Agreements. Unless otherwise required by law, all deeds, mortgages, deeds of
trust, notes,  assignments and other instruments made by the Corporation and all
written  contracts and agreements  entered into by the  Corporation,  other than
those  contracts  and  agreements  entered  into in the  ordinary  course of its
business,  shall be executed on behalf of the Corporation by the Chairman of the
Board,  if elected,  or the President of the  Corporation  and,  when  required,
attested  by  the  Secretary  or an  Assistant  Secretary  of  the  Corporation;
provided,  however,  that the Board of  Directors  may  expressly  authorize  by
resolution  any officer,  employee,  or agent of the  Corporation to execute any
such deed, mortgage, assignment,  instrument, contract or agreement on behalf of
the Corporation singly and without the necessity of any additional  execution or
attestation by any other officer of the Corporation.

     Section  8.3  Execution  and  Endorsement  of  Checks  and  Drafts.  Unless
otherwise  required by law,  all  checks,  drafts,  bills of exchange  and other
orders for the  payment of money  (other  than  notes) by or to the  Corporation
shall be executed or endorsed on behalf of the  Corporation  by the  Chairman of
the Board,  if elected,  or the  President or Treasurer.  However,  the Board of
Directors  may  expressly  authorize by  resolution  any one or more officers or
other employees of the Corporation to execute or endorse any checks,  drafts, or
other orders for the payment of money on behalf of the  Corporation,  singly and
without  any  additional  signature,  endorsement  or  attestation  by any other
officer of the Corporation.
<PAGE>

     Section 8.4 Voting of Shares Owned by the  Corporation.  Subject  always to
the further orders and directions of the Board of Directors, any share or shares
issued by any other  corporation  and owned or controlled by the Corporation may
be voted at any shareholders'  meeting of such other corporation by the Chairman
of the Board, or in the Chairman's  absence, by the President of the Corporation
or in  their  absence,  by any  Vice-President  of the  Corporation  who  may be
present.  Whenever,  in the  judgment  of the  Chairman  of the Board or, in the
Chairman's  absence,  the  President,  it is desirable  for the  Corporation  to
execute a proxy or give a  shareholders'  consent  with  respect to any share or
shares issued by any other corporation and owned by the Corporation,  such proxy
or consent shall be executed in the name of the  Corporation  by the Chairman of
the Board,  the President or a  Vice-President  of the  Corporation and shall be
attested by the Secretary or an Assistant Secretary of the Corporation under the
corporate  seal,  if any. Any person or persons  designated  in the manner above
stated as the proxy or proxies of the Corporation  shall have full right,  power
and authority to vote the share or shares issued by such other  corporation  and
owned by the Corporation,  the same as if such share or shares might be voted by
the Corporation.

Article 9. Amendments.

     Section 9.1  Amendments  to By-Laws.  The power to make,  alter,  amend and
repeal these  By-Laws is vested in the Board of Directors,  but the  affirmative
vote of a majority of the actual number of directors  elected and qualified from
time to time,  shall be necessary to effect any alteration,  amendment or repeal
of these By-Laws.